-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Ob2GFyXbT8ApeO/zPW9+XFBro5tnG2J42X6+0a5U9gPopSLE5r4xfAHY8Ey95qG2
 01UHNR3NcD22sNsl6sp2TA==

<SEC-DOCUMENT>0000950153-04-002251.txt : 20041029
<SEC-HEADER>0000950153-04-002251.hdr.sgml : 20041029
<ACCEPTANCE-DATETIME>20041029171428
ACCESSION NUMBER:		0000950153-04-002251
CONFORMED SUBMISSION TYPE:	497
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20041029
DATE AS OF CHANGE:		20041029
EFFECTIVENESS DATE:		20041029

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING CORPORATE LEADERS TRUST
		CENTRAL INDEX KEY:			0000024924
		IRS NUMBER:				136061925
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	002-10694
		FILM NUMBER:		041107285

	BUSINESS ADDRESS:	
		STREET 1:		ING FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		800-992-0180

	MAIL ADDRESS:	
		STREET 1:		ING FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM CORPORATE LEADERS TRUST FUND
		DATE OF NAME CHANGE:	20000821

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LEXINGTON CORPORATE LEADERS TRUST FUND
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CORPORATE LEADERS TRUST FUND
		DATE OF NAME CHANGE:	19890306

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING INVESTMENT FUNDS INC
		CENTRAL INDEX KEY:			0000061448
		IRS NUMBER:				136066974
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	002-34552
		FILM NUMBER:		041107282

	BUSINESS ADDRESS:	
		STREET 1:		7337 E DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		18009920180

	MAIL ADDRESS:	
		STREET 1:		7337 E DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM INVESTMENT FUNDS INC/MD
		DATE OF NAME CHANGE:	19981113

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM INVESTMENT FUNDS INC
		DATE OF NAME CHANGE:	19950503

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM MAGNACAP FUND INC
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING PRIME RATE TRUST
		CENTRAL INDEX KEY:			0000826020
		IRS NUMBER:				956874587
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-68239
		FILM NUMBER:		041107277

	BUSINESS ADDRESS:	
		STREET 1:		ING PRIME RATE TRUST
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		4804773000

	MAIL ADDRESS:	
		STREET 1:		ING PRIME RATE TRUST
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM AMERICA PRIME RATE TRUST
		DATE OF NAME CHANGE:	19960518

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM PRIME RATE TRUST/
		DATE OF NAME CHANGE:	19960518

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM PRIME RATE TRUST
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING VP NATURAL RESOURCES TRUST
		CENTRAL INDEX KEY:			0000844070
		IRS NUMBER:				222932678
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-26116
		FILM NUMBER:		041107279

	BUSINESS ADDRESS:	
		STREET 1:		THE PILGRIM FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		1-800-992-0180

	MAIL ADDRESS:	
		STREET 1:		THE PILGRIM  FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM NATURAL RESOURCES TRUST
		DATE OF NAME CHANGE:	20020405

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ING NATURAL RESOURCES TRUST
		DATE OF NAME CHANGE:	20020320

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM NATURAL RESOURCES TRUST
		DATE OF NAME CHANGE:	20010508

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING VARIABLE PRODUCTS TRUST
		CENTRAL INDEX KEY:			0000916403
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-73140
		FILM NUMBER:		041107289

	BUSINESS ADDRESS:	
		STREET 1:		ING PILGRIM FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		800-992-0180

	MAIL ADDRESS:	
		STREET 1:		ING PILGRIM FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM VARIABLE PRODUCTS TRUST
		DATE OF NAME CHANGE:	20020405

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ING VARIABLE PRODUCTS TRUST
		DATE OF NAME CHANGE:	20020320

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM VARIABLE PRODUCTS TRUST
		DATE OF NAME CHANGE:	20000830

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING VP EMERGING MARKETS FUND INC
		CENTRAL INDEX KEY:			0000916764
		IRS NUMBER:				061387459
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-73520
		FILM NUMBER:		041107284

	BUSINESS ADDRESS:	
		STREET 1:		ING FUNDS SERVICES
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		1-800-992-0180

	MAIL ADDRESS:	
		STREET 1:		THE PILGRIM FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM EMERGING MARKETS FUND INC
		DATE OF NAME CHANGE:	20020405

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ING VP EMERGING MARKETS FUND INC
		DATE OF NAME CHANGE:	20020320

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ING EMERGING MARKETS FUND INC
		DATE OF NAME CHANGE:	20020320

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING FUNDS TRUST
		CENTRAL INDEX KEY:			0001066602
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-59745
		FILM NUMBER:		041107283

	BUSINESS ADDRESS:	
		STREET 1:		ING PILGRIM FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		800-992-0180

	MAIL ADDRESS:	
		STREET 1:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM FUNDS TRUST
		DATE OF NAME CHANGE:	20010312

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ING FUNDS TRUST
		DATE OF NAME CHANGE:	19980721

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING VARIABLE INSURANCE TRUST
		CENTRAL INDEX KEY:			0001090682
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-83071
		FILM NUMBER:		041107291

	BUSINESS ADDRESS:	
		STREET 1:		7337 EAST DOUBLETREE RANCH RD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		8774636464

	MAIL ADDRESS:	
		STREET 1:		7337 E DOUBLETREE RANCH RD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIMVARIABLE INSURANCE TRUST
		DATE OF NAME CHANGE:	20020405

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ING VARIABLE INSURANCE TRUST
		DATE OF NAME CHANGE:	19990715

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING SENIOR INCOME FUND
		CENTRAL INDEX KEY:			0001124959
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-54910
		FILM NUMBER:		041107293

	BUSINESS ADDRESS:	
		STREET 1:		ING SENIOR INCOME FUND
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		4804773000

	MAIL ADDRESS:	
		STREET 1:		ING SENIOR INCOME FUND
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM SENIOR INCOME FUND
		DATE OF NAME CHANGE:	20010316

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			USLICO SERIES FUND/VA/
		CENTRAL INDEX KEY:			0000827885
		IRS NUMBER:				541499398
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-20957
		FILM NUMBER:		041107287

	BUSINESS ADDRESS:	
		STREET 1:		4601 N FAIRFAX DR
		STREET 2:		P O BOX 3700
		CITY:			ARLINGTON
		STATE:			VA
		ZIP:			22203
		BUSINESS PHONE:		703-875-3400

	MAIL ADDRESS:	
		STREET 1:		4601 N FAIRFAX DRIVE
		CITY:			ARLINGTON
		STATE:			VA
		ZIP:			22203

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	USLICO SERIES FUND
		DATE OF NAME CHANGE:	19880321

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING MAYFLOWER TRUST
		CENTRAL INDEX KEY:			0000911294
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-67852
		FILM NUMBER:		041107281

	BUSINESS ADDRESS:	
		STREET 1:		ING PILGRIM FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		800-992-0180

	MAIL ADDRESS:	
		STREET 1:		ING PILGRIM FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM MAYFLOWER TRUST
		DATE OF NAME CHANGE:	19991029

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORTHSTAR TRUST
		DATE OF NAME CHANGE:	19981209

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORTHSTAR ADVANTAGE TRUST
		DATE OF NAME CHANGE:	19950620

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING EQUITY TRUST
		CENTRAL INDEX KEY:			0001063946
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-56881
		FILM NUMBER:		041107294

	BUSINESS ADDRESS:	
		STREET 1:		ING FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		800-992-0180

	MAIL ADDRESS:	
		STREET 1:		ING FUNDS
		STREET 2:		7337 E. DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM EQUITY TRUST
		DATE OF NAME CHANGE:	19991029

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORTHSTAR EQUITY TRUST
		DATE OF NAME CHANGE:	19980612

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ING MUTUAL FUNDS
		CENTRAL INDEX KEY:			0000895430
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-56094
		FILM NUMBER:		041107280

	BUSINESS ADDRESS:	
		STREET 1:		7337 E DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258
		BUSINESS PHONE:		18009920180

	MAIL ADDRESS:	
		STREET 1:		7337 E DOUBLETREE RANCH ROAD
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85258

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PILGRIM MUTUAL FUNDS
		DATE OF NAME CHANGE:	19990526

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NICHOLAS APPLEGATE MUTUAL FUNDS
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>497
<SEQUENCE>1
<FILENAME>p69710he497.txt
<DESCRIPTION>497
<TEXT>
<PAGE>

                        SUPPLEMENT DATED OCTOBER 29, 2004
                         TO THE CURRENT PROSPECTUSES OF
       ING CORPORATE LEADERS TRUST, ING EQUITY TRUST, ING FUNDS TRUST, ING
  INVESTMENT FUNDS, INC., ING MAYFLOWER TRUST, ING MUTUAL FUNDS, ING PRIME RATE
    TRUST, ING SENIOR INCOME FUND, ING VARIABLE INSURANCE TRUST, ING VARIABLE
  PRODUCTS TRUST, ING VP EMERGING MARKETS FUND, INC., ING VP NATURAL RESOURCES
                          TRUST AND USLICO SERIES FUND
                               (THE "REGISTRANTS")

The following is added to the current Prospectus(es) of each of the above listed
Registrants;

INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

ING Investments, LLC ("Investments"), the adviser to the ING Funds, has reported
to the Boards of Directors/Trustees (the "Board") of the ING Funds that, like
many U.S. financial services companies, Investments and certain of its U.S.
affiliates have received informal and formal requests for information since
September 2003 from various governmental and self-regulatory agencies in
connection with investigations related to mutual funds and variable insurance
products. Investments has advised the Board that it and its affiliates have
cooperated fully with each request.

In addition to responding to regulatory and governmental requests, Investments
reported that management of U.S. affiliates of ING Groep N.V., including
Investments (collectively, "ING"), on their own initiative, have conducted,
through independent special counsel and a national accounting firm, an extensive
internal review of trading in ING insurance, retirement, and mutual fund
products. The goal of this review was to identify any instances of inappropriate
trading in those products by third parties or by ING investment professionals
and other ING personnel. ING's internal review related to mutual fund trading is
now substantially completed. ING has reported that, of the millions of customer
relationships that ING maintains, the internal review identified several
isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within ING's variable insurance and mutual fund products, and
identified other circumstances where frequent trading occurred, despite measures
taken by ING intended to combat market timing. ING further reported that each of
these arrangements has been terminated and fully disclosed to regulators. The
results of the internal review were also reported to the independent members of
the Board.

Investments has advised the Board that most of the identified arrangements were
initiated prior to ING's acquisition of the businesses in question in the U.S.
Investments further reported that the companies in question did not receive
special benefits in return for any of these arrangements, which have all been
terminated.

Based on the internal review, Investments has advised the Board that the
identified arrangements do not represent a systemic problem in any of the
companies that were involved.

<PAGE>

More specifically, Investments reported to the Board that, at this time, these
instances include the following:

      -     ING has identified three arrangements, dating from 1995, 1996 and
            1998, under which the administrator to the then-Pilgrim Funds, which
            subsequently became part of the ING Funds, entered formal and
            informal arrangements that permitted frequent trading. ING Funds
            Distributor, LLC ("IFD") has received a notice from the staff of the
            NASD informing IFD that it has made a preliminary determination to
            recommend that disciplinary action be brought against IFD and one of
            its registered persons for violations of the NASD Conduct Rules and
            certain provisions of the federal securities laws in connection with
            these arrangements. As permitted under NASD procedures, IFD may
            respond to the NASD staff before the staff makes a final
            recommendation.

      -     Aeltus Investment Management, Inc. (a predecessor entity to ING
            Investment Management Co.) has identified two investment
            professionals who engaged in extensive frequent trading in certain
            ING Funds. One was subsequently terminated for cause and incurred
            substantial financial penalties in connection with this conduct and
            the second has been disciplined.

      -     ReliaStar Life Insurance Company ("ReliaStar") entered into
            agreements seven years ago permitting the owner of policies issued
            by the insurer to engage in frequent trading and to submit orders
            until 4pm Central Time. In 2001 ReliaStar also entered into a
            selling agreement with a broker-dealer that engaged in frequent
            trading. Employees of ING affiliates were terminated and/or
            disciplined in connection with these matters.

      -     In 1998, Golden American Life Insurance Company entered into
            arrangements permitting a broker-dealer to frequently trade up to
            certain specific limits in a fund available in an ING variable
            annuity product. No employee responsible for this arrangement
            remains at the company.

For additional information regarding these matters, you may consult the Form 8-K
for each of four life insurance companies, ING USA Annuity and Life Insurance
Company, ING Life Insurance and Annuity Company, ING Insurance Company of
America, and ReliaStar Life Insurance Company of New York, each filed with the
Securities and Exchange Commission (the "SEC") on September 9, 2004. These Forms
8-K can be accessed through the SEC's Web site at http://www.sec.gov. Despite
the extensive internal review conducted through independent special counsel and
a national accounting firm, there can be no assurance that the instances of
inappropriate trading reported to the Board are the only instances of such
trading respecting the ING Funds.

Investments reported to the Board that ING is committed to conducting its
business with the highest standards of ethical conduct with zero tolerance for
noncompliance. Accordingly, Investments advised the Board that ING management
was disappointed that its voluntary internal review identified these situations.
Viewed in the context of the breadth and magnitude of its U.S. business as a
whole, ING management does not believe that ING's acquired companies had
systemic ethical or compliance issues in these areas. Nonetheless, Investments
reported that given ING's refusal to tolerate any lapses, it has

                                       2
<PAGE>

taken the steps noted below, and will continue to seek opportunities to further
strengthen the internal controls of its affiliates.

      -     ING has agreed with the ING Funds to indemnify and hold harmless the
            ING Funds from all damages resulting from wrongful conduct by ING or
            its employees or from ING's internal investigation, any
            investigations conducted by any governmental or self-regulatory
            agencies, litigation or other formal proceedings, including any
            proceedings by the Securities and Exchange Commission. Investments
            reported to the Board that ING management believes that the total
            amount of any indemnification obligations will not be material to
            ING or its U.S. business.

      -     ING updated its Code of Conduct for employees reinforcing its
            employees' obligation to conduct personal trading activity
            consistent with the law, disclosed limits, and other requirements.

      -     The ING Funds, upon a recommendation from ING, updated their
            respective Codes of Ethics applicable to investment professionals
            with ING entities and certain other fund personnel, requiring such
            personnel to pre-clear any purchases or sales of ING Funds that are
            not systematic in nature (i.e., dividend reinvestment), and imposing
            minimum holding periods for shares of ING Funds.

      -     ING instituted excessive trading policies for all customers in its
            variable insurance and retirement products and for shareholders of
            the ING Funds sold to the public through financial intermediaries.
            ING does not make exceptions to these policies.

      -     ING reorganized and expanded its U.S. Compliance Department, and
            created an Enterprise Compliance team to enhance controls and
            consistency in regulatory compliance.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

                                       3

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
